Norton Rose Fulbright
0001473844false00014738442021-05-202021-05-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 20, 2021

CBTX, Inc.

(Exact name of registrant as specified in its charter)

Texas

001-38280

20-8339782

(State or other jurisdiction of

(Commission File Number)

(I.R.S. Employer

incorporation or organization)

Identification No.)

9 Greenway Plaza, Suite 110

Houston, Texas 77046

(Address of principal executive offices)

(713) 210-7600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

CBTX

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§230.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.07 Submission of Matters to a Vote of Security Holders.

CBTX, Inc. (the “Company”) held its 2021 Annual Meeting of Shareholders on May 19, 2021 (the “2021 Annual Meeting”) for the following purposes: (i) to elect three Class III members to the Board of Directors to serve for a term commencing on the date of the annual meeting and continuing until the Company’s 2024 annual meeting of shareholders; each until their respective successor or successors are duly elected and qualified or until their earlier resignation or removal; and (ii) to ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021. All of the Company’s director nominees were elected by a plurality of the votes cast, and the ratification of Grant Thornton LLP was approved.

As of March 30, 2021, the record date (the “Record Date”) for the 2021 Annual Meeting, there were 24,594,299 shares of common stock issued and outstanding. 21,791,547 shares of common stock were represented in person or by proxy and entitled to vote at the 2021 Annual Meeting, constituting a quorum. The information below reflects the number of votes cast by the shareholders.

The number of votes for, votes withheld and broker non-votes for the election of each director was as follows:

Number of Votes

For

Number of Votes Withheld

Broker

Non-Votes

Class III Directors

Sheila G. Umphrey

18,466,190

358,384

2,966,973

John E. Williams, Jr.

15,678,824

3,145,750

2,966,973

William E. Wilson, Jr.

18,385,686

438,888

2,966,973

The number of votes for, the number of votes against, and the number of abstentions with respect to the ratification of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021 was as follows. There were no broker non-votes returned on this matter.

Number of Votes

For

Number of Votes

Against

Abstentions

21,745,602

3,831

42,114

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CBTX, INC.

Date: May 20, 2021

/s/ Robert T. Pigott, Jr.

Robert T. Pigott, Jr.

Chief Financial Officer